Cases
Experience: Technology M&A: L
scape Acquisition Holdings Limited, a publicly traded special purpose acquisition company sponsored by Toms Capital LLC
Imperial Cos Ltd., in its business combination with AP Wireless, a leading global cell site lease investment firm. With the closing of the transaction L
scape has been renamed Digital L
scape Group.
Terrapin 3 Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Terrapin Partners
Macquarie Group Limited, in its business combination with Yatra Online, Inc., one of the fastest growing consumer travel platforms
the second largest online travel agency in India.
Azteca Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Gabriel Brenner, in its business combination with InterMedia Espanol Holdings, LLC
Cine Latino, Inc., to form Hemisphere Media Group, Inc., the only publicly traded pure-play U.S. Spanish-language media company.
Community Connect, Inc.
its stockholders in connection with the acquisition, by merger, of Community Connect by Radio One, Inc.
HealthCentersOnline in connection with the acquisition of HealthCentersOnline by iVillage.
SPAC Mergers & Acquisitions: L
scape Acquisition Holdings Limited, a publicly traded special purpose acquisition company sponsored by Toms Capital LLC
Imperial Cos Ltd., in its business combination with AP Wireless, a leading global cell site lease investment firm. With the closing of the transaction L
scape has been renamed Digital L
scape Group.
J2 Acquisition Limited, a publicly traded special purpose acquisition company sponsored by Mariposa Capital, LLC, in its business combination with APi Group, Inc., a market-leading provider of commercial life safety solutions
industrial specialty services. With the closing of the transaction J2 has been renamed APi Group Corporation.
DFB Healthcare Acquisitions Corp., a publicly traded special purpose acquisition company sponsored by Deerfield Management
Richard Barasch, in its business combination with AdaptHealth Holdings LLC, the third largest provider of home medical equipment in the United States. With the closing of the transaction DFB was renamed AdaptHealth Corp.
Boulevard Acquisition Corp. II, a publicly traded special purpose acquisition company sponsored by Avenue Capital Group, in its business combination with Estre Ambiental S.A., the largest waste management company in Brazil.
Terrapin 3 Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Terrapin Partners
Macquarie Group Limited, in its business combination with Yatra Online, Inc., one of the fastest growing consumer travel platforms
the second largest online travel agency in India.
AgroFresh Solutions, Inc. (formerly known as Boulevard Acquisition Corp.) in its acquisition of the AgroFresh business
division (a crop protection business) from The Dow Chemical Company. AgroFresh was a blank check company formed for the purpose of acquiring a controlling interest in one or more businesses. Following the acquisition, AgroFresh shares were listed on Nasdaq.
Platform Specialty Products Corporation (f/k/a Platform Acquisition Holdings Limited) in its acquisition of MacDermid, Incorporated
related entities. Platform was a blank check company formed in 2012. MacDermid is a specialty chemicals company. Following completion of the acquisition, Platform became a Delaware corporation with its shares listed on the New York Stock Exchange.
Liberty Acquisition Holdings Corp. in its $1.5 billion reverse-acquisition of Promotora De Informaciones, S.A., a Spanish company. Liberty was a blank check company formed in 2008. Promotora de Informaciones, S.A., or Prisa, is the world's leading Spanish
Portuguese-language media group in the fields of education, information
entertainment. The Liberty shareholders became the majority shareholders of Prisa. The Prisa shares issued in the business combination were listed for trading on the Madrid Stock Exchange
the New York Stock Exchange through American Depositary Receipts.
Azteca Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Gabriel Brenner, in its business combination with InterMedia Espanol Holdings, LLC
Cine Latino, Inc., to form Hemisphere Media Group, Inc., the only publicly traded pure-play U.S. Spanish-language media company.
RLJ Acquisition, Inc., a publicly traded special purpose acquisition company sponsored by Robert L. Johnson (founder of Black Entertainment Television), in its business combination with Image Entertainment, Inc.
Acorn Media Group, Inc., to form RLJ Entertainment, Inc.
Nomad Foods Limited in its acquisition of Iglo Foods Holding Limited. Nomad was a blank check company formed for the purpose of acquiring a controlling interest in one or more businesses. Following the acquisition, Nomad shares were listed on the London Stock Exchange.
Justice Holdings Limited in its business combination with Burger King Worldwide Holdings, Inc.
related entities. Justice was a blank check company formed in February 2011. As a result of the transaction, which was valued at approximately $7 billion, Justice's shareholders received approximately 29% of the outst
ing shares of the combined company
the shareholders of Worldwide, primarily 3G Special Situations Fund, L.P., an investment fund affiliated with 3G Capital Partners, Ltd., received approximately $1.4 billion in cash
71% of the outst
ing shares of the combined company. The new company, named Burger King Worldwide, Inc., listed its common stock on the NYSE.
Liberty Acquisition Holdings (International) Company in its acquisition of the Pearl Group Limited
related entities. Liberty was a blank check company formed in February 2008. Pearl is a closed fund consolidator that specializes in the management
acquisition of closed life
pension funds
operates primarily in the United Kingdom. Measured by total assets, Pearl is the largest U.K. consolidator of closed funds. The transaction, valued at approximately $6.4 billion, involved the restructuring of three loan facilities as well as the payment of cash
the issuance of Liberty stock
warrants to Pearl shareholders
lenders. Upon completion of the acquisition, Liberty changed its name to Pearl Group.
Freedom Acquisition Holdings, Inc. in its acquisition of GLG Partners LP
related entities. Freedom was a blank check company formed in June 2006. GLG was the largest hedge fund manager in Europe,
the 11th largest in the world, with approximately $20.5 billion in assets under management. The purchase price for GLG was approximately $3.4 billion in cash
Freedom stock. Upon completion of the acquisition, Freedom changed its name to GLG Partners, Inc.
Health Care
Life Sciences: DFB Healthcare Acquisitions Corp., a publicly traded special purpose acquisition company sponsored by Deerfield Management
Richard Barasch, in its business combination with AdaptHealth Holdings LLC, the third largest provider of home medical equipment in the United States. With the closing of the transaction DFB was renamed AdaptHealth Corp.
City Practice Groups USA Holdings (doing business as CityMD), an operator of urgent care facilities throughout the New York metropolitan area, in connection with the sale of a majority stake of CityMD to funds sponsored by private equity firm Warburg Pincus.
AgroFresh Solutions, Inc. (formerly known as Boulevard Acquisition Corp.) in its acquisition of the AgroFresh business
division (a crop protection business) from The Dow Chemical Company. AgroFresh was a blank check company formed for the purpose of acquiring a controlling interest in one or more businesses. Following the acquisition, AgroFresh shares were listed on Nasdaq.
Platform Specialty Products Corporation in its acquisition of the worldwide photomasks
electronic chemical businesses of OM Group, Inc.
Platform Specialty Products Corporation (f/k/a Platform Acquisition Holdings Limited) in its acquisition of MacDermid, Incorporated
related entities. Platform was a blank check company formed in 2012. MacDermid is a specialty chemicals company. Following completion of the acquisition, Platform became a Delaware corporation with its shares listed on the New York Stock Exchange.
Platform Specialty Products Corporation in its acquisition of Arysta LifeScience Limited, a leading crop protection
life science company, from a certain Permira funds.
Danone, an international company holding top positions in fresh dairy products, waters, baby nutrition
medical nutrition, in connection with the acquisition, by merger, of Nurture, Inc., a privately held baby food company whose products are sold under the Happy Family name.
The Capitol Light & Supply Co.
its shareholders in connection with the sale of substantially all of the company's assets
properties to Rexel, Inc., a wholly owned subsidiary of the Rexel Group.
HealthCentersOnline in connection with the acquisition of HealthCentersOnline by iVillage.
Falcon Farms, Inc. ( Falcon Farms )
its shareholders in connection with an equity investment by funds affiliated with American International Group, Inc. (the AIG Investors ). In connection with the investment, the parties formed Falcon Farms Holdings, LLC ( Falcon Holdings ). The shareholders contributed all of the outst
ing shares of capital stock of Falcon Farms to Falcon Holdings in exchange for a majority of the membership interests of Falcon Holdings
a special cash distribution. The AIG Investors made a cash investment in Falcon Holdings to acquire a minority equity stake in Falcon Holdings (which cash investment funded the special cash distribution paid to the shareholders). In addition to the initial investment, the AIG Investors have established an equity line pursuant to which the AIG Investors intend to provide additional funds to Falcon Holdings (in exchange for more equity in Falcon Holdings)
the parties intend that Falcon Holdings will use such funds to acquire similar businesses. Falcon Farms is a leading operator of a cut flower business that grows, imports, transports, markets, distributes
sells cut-flowers to wholesalers
retailers.
Manufacturing/Chemicals: J2 Acquisition Limited, a publicly traded special purpose acquisition company sponsored by Mariposa Capital, LLC, in its business combination with APi Group, Inc., a market-leading provider of commercial life safety solutions
industrial specialty services. With the closing of the transaction J2 has been renamed APi Group Corporation.
An Investor Group composed of SJL Partners, KCC Corporation
Wonik QnC Corporation in the acquisition of MPM Holdings Inc., a global silicones
advanced materials company. The transaction, valued at approximately $3.1 billion, was reported as the largest cross-border private equity acquisition in Korea
the third largest cross-border M&A transaction in the country's history.
Platform Specialty Products Corporation in its acquisition of HiTech Korea Co., Ltd., a Republic of Korea based provider of non-conductive electronic adhesives.
AgroFresh Solutions, Inc. (formerly known as Boulevard Acquisition Corp.) in its acquisition of the AgroFresh business
division (a crop protection business) from The Dow Chemical Company. AgroFresh was a blank check company formed for the purpose of acquiring a controlling interest in one or more businesses. Following the acquisition, AgroFresh shares were listed on Nasdaq.
Platform Specialty Products Corporation in its acquisition of the worldwide photomasks
electronic chemical businesses of OM Group, Inc.
Platform Specialty Products Corporation (f/k/a Platform Acquisition Holdings Limited) in its acquisition of MacDermid, Incorporated
related entities. Platform was a blank check company formed in 2012. MacDermid is a specialty chemicals company. Following completion of the acquisition, Platform became a Delaware corporation with its shares listed on the New York Stock Exchange.
Platform Specialty Products Corporation in its acquisition of Arysta LifeScience Limited, a leading crop protection
life science company, from a certain Permira funds.
Danone, an international company holding top positions in fresh dairy products, waters, baby nutrition
medical nutrition, in connection with the acquisition, by merger, of Nurture, Inc., a privately held baby food company whose products are sold under the Happy Family name.
The Capitol Light & Supply Co.
its shareholders in connection with the sale of substantially all of the company's assets
properties to Rexel, Inc., a wholly owned subsidiary of the Rexel Group.
Falcon Farms, Inc. ( Falcon Farms )
its shareholders in connection with an equity investment by funds affiliated with American International Group, Inc. (the AIG Investors ). In connection with the investment, the parties formed Falcon Farms Holdings, LLC ( Falcon Holdings ). The shareholders contributed all of the outst
ing shares of capital stock of Falcon Farms to Falcon Holdings in exchange for a majority of the membership interests of Falcon Holdings
a special cash distribution. The AIG Investors made a cash investment in Falcon Holdings to acquire a minority equity stake in Falcon Holdings (which cash investment funded the special cash distribution paid to the shareholders). In addition to the initial investment, the AIG Investors have established an equity line pursuant to which the AIG Investors intend to provide additional funds to Falcon Holdings (in exchange for more equity in Falcon Holdings)
the parties intend that Falcon Holdings will use such funds to acquire similar businesses. Falcon Farms is a leading operator of a cut flower business that grows, imports, transports, markets, distributes
sells cut-flowers to wholesalers
retailers.
Real Estate: The Planet Hollywood Resort
Casino, located on the Las Vegas strip, in its acquisition by Harrah's Entertainment.
Hines REIT in connection with the acquisition of three commercial properties in Brazil.
The Related Companies, L.P.
its partners in connection with the investment of a combined $1.4 billion of equity
debt by Goldman Sachs Group Inc., MSD Capital (Michael Dell's investment firm), Mubadala Development Co. (the investment arm of Abu Dhabi)
Olayan Group, a Saudi Arabian company, including the restructuring of the partnership agreement
other arrangements among the partners.
Credit Suisse Management, LLC, as part of a consortium of investors, in connection with a transaction valued at approximately $724 million involving the acquisition of a 60.5 acre parcel of l
adjacent to the existing Hard Rock Hotel
Casino in Las Vegas, Nevada. The transaction was financed with approximately $200 million in equity
through credit facilities in an aggregate principal amount of $524 million. The investors initially formed a limited liability company to serve as the purchaser of the property
entered into binding property purchase agreements
an operating agreement for the company. At closing, the purchase contract was assigned to each of the investors who acquired the property pursuant to a tenants-in-commons structure
entered into a tenants-in-common agreement relating to the relationship among the investors
management of the property.
The Aladdin/Planet Hollywood Resort Casino in connection with an $820 million refinancing, including restructuring of existing corporate equity
indebtedness (including warrants)
coordination of intellectual property
Nevada gaming issues, ownership re-structuring
related cash management arrangements.
Stanley C. Gale, the Gale Real Estate Services Company
SL Green Realty Corp., a commercial office REIT, in a $545 million real estate transaction involving a 20-property office portfolio
a related transaction involving the sale of The Gale Services Co., LLC
Gale Construction Services, LLC to Mack-Cali Realty LP
affiliates. Mack-Cali, a self-administered commercial REIT, acquired the Gale entities for approximately $22 million in cash
common operating partnership units,
up to an additional $18 million in cash based on an earn-out formula. Mack-Cali also acquired stakes in certain development/joint ventures with institutional investors from Gale affiliates. In addition, Mack-Cali purchased substantially all ownership interests in 13 Class A New Jersey office buildings covering 1.9 million sq. ft. for $378 million,
one-half of all ownership interests, in a new joint venture with SL Green, in a further 7 Class A office buildings in Central
Northern New Jersey comprising 900,000 sq. ft. for approximately $127.5 million.
SDS Investments LLC in connection with its investment in Winick Realty Group LLC pursuant to which SDS Investments acquired a one-third interest in Winick Realty Group. In connection with the investment, Jeffrey Winick, principal of Winick Realty Group,
SDS Investments entered into an agreement pursuant to which Mr. Winick will identify real properties for investment by SDS Investments.
Robert K. Futterman
Robert K. Futterman & Associates, LLC ( RKF Associates ) in connection with the formation of a joint venture with NorthStar SIC Holding LLC pursuant to which NorthStar acquired approximately a one-third interest in RKF Associates from Mr. Futterman. NorthStar
Mr. Futterman also formed a second joint venture company pursuant to which Mr. Futterman will identify real properties for investment by the joint venture company
NorthStar will fund such investments.
Vornado Realty, L.P. in connection with the acquisition of Virgin Entertainment Group, Inc. (which operated the Virgin mega stores business in the United States) by a joint venture company formed by The Related Companies, L.P.
Vornado.
Energy: Teachers Insurance
Annuity Association of America (TIAA), Cook Inlet Region, Inc. (CIRI)
AMP Capital Limited (AMP) in connection with a $517 million investment in wind farms owned
developed by Edison Mission Energy, Inc. (EME). TIAA, CIRI, AMP
EME formed a joint venture company, which made an initial investment of $318 million to acquire from EME companies owning five wind farms. Several additional wind farms are to be constructed by EME
sold to the joint venture company in order to complete the entire $517 million investment.
DPL Inc., a publicly traded electric utility
power supplier, in connection with the $3.5 billion acquisition, by merger, of DPL Inc. by The AES Corporation, a publicly traded global power company.
New York Life Insurance Company in connection with its acquisition of a 49.99% indirect equity interest in an entity that owns
operates the White Creek Wind Farm (
related interconnection facilities) in Klickitat County, Washington. The Wind Farm is one of the largest in the United States, with eighty-nine 2.3 MW wind Turbines
a combined nameplate capacity of 204.7 MW. The representation included negotiating
drafting the acquisition documentation
amendments to long term energy purchase agreements, as well as advice regarding Federal Energy Regulatory Commission (FERC) matters
the preservation
utilization of the various tax
environmental benefits available to the project (including Environmental Attributes (EAs)
Federal Production Tax Credits (PTCs)).
Media: Terrapin 3 Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Terrapin Partners
Macquarie Group Limited, in its business combination with Yatra Online, Inc., one of the fastest growing consumer travel platforms
the second largest online travel agency in India.
SiTV Media Inc., the parent company to NUVOtv in connection with the acquisition by SiTV Media of the Fuse Network from The Madison Square Garden Co.
Liberty Acquisition Holdings Corp. in its $1.5 billion reverse-acquisition of Promotora De Informaciones, S.A., a Spanish company. Liberty was a blank check company formed in 2008. Promotora de Informaciones, S.A., or Prisa, is the world's leading Spanish
Portuguese-language media group in the fields of education, information
entertainment. The Liberty shareholders became the majority shareholders of Prisa. The Prisa shares issued in the business combination were listed for trading on the Madrid Stock Exchange
the New York Stock Exchange through American Depositary Receipts.
Azteca Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Gabriel Brenner, in its business combination with InterMedia Espanol Holdings, LLC
Cine Latino, Inc., to form Hemisphere Media Group, Inc., the only publicly traded pure-play U.S. Spanish-language media company.
RLJ Acquisition, Inc., a publicly traded special purpose acquisition company sponsored by Robert L. Johnson (founder of Black Entertainment Television), in its business combination with Image Entertainment, Inc.
Acorn Media Group, Inc., to form RLJ Entertainment, Inc.
Retirement Living TV, LLC
its owners in connection with an investment of convertible debt by Comcast Corporation
the related affiliate agreement with Comcast, which includes equity for carriage.
Community Connect, Inc.
its stockholders in connection with the acquisition, by merger, of Community Connect by Radio One, Inc.
Restructuring/Bankruptcy: Indianapolis Downs, LLC
Indiana Downs Capital Corp., owners of the Indiana Gr
Casino
Indiana Downs racing track, in their chapter 11 bankruptcy filing
Section 363 sale of all of their assets to Centaur Holdings, LLC, owner of Hoosier Park Racing & Casino. The $500 million acquisition brings together two of the leading racetrack casinos in the Midwest.
Allens, Inc., a vegetable canning company, in its chapter 11 bankruptcy filing
Section 363 sale of all of its assets to a company formed by certain of its creditors.
Other Representative Matters: Nomad Foods Limited in its acquisition of Iglo Foods Holding Limited. Nomad was a blank check company formed for the purpose of acquiring a controlling interest in one or more businesses. Following the acquisition, Nomad shares were listed on the London Stock Exchange.
Justice Holdings Limited in its business combination with Burger King Worldwide Holdings, Inc.
related entities. Justice was a blank check company formed in February 2011. As a result of the transaction, which was valued at approximately $7 billion, Justice's shareholders received approximately 29% of the outst
ing shares of the combined company
the shareholders of Worldwide, primarily 3G Special Situations Fund, L.P., an investment fund affiliated 3G Capital Partners, Ltd., received approximately $1.4 billion in cash
71% of the outst
ing shares of the combined company. The new company, named Burger King Worldwide, Inc., listed its common stock on the NYSE.
Liberty Acquisition Holdings (International) Company in its acquisition of the Pearl Group Limited
related entities. Liberty was a blank check company formed in February 2008. Pearl is a closed fund consolidator that specializes in the management
acquisition of closed life
pension funds
operates primarily in the United Kingdom. Measured by total assets, Pearl is the largest U.K. consolidator of closed funds. The transaction, valued at approximately $6.4 billion, involved the restructuring of three loan facilities as well as the payment of cash
the issuance of Liberty stock
warrants to Pearl shareholders
lenders. Upon completion of the acquisition, Liberty changed its name to Pearl Group.
Freedom Acquisition Holdings, Inc. in its acquisition of GLG Partners LP
related entities. Freedom was a blank check company formed in June 2006. GLG was the largest hedge fund manager in Europe,
the 11th largest in the world, with approximately $20.5 billion in assets under management. The purchase price for GLG was approximately $3.4 billion in cash
Freedom stock. Upon completion of the acquisition, Freedom changed its name to GLG Partners, Inc.
Suffolk Federal Credit Union in connection with the sale of its credit card portfolio
business to FIA Card Services, N.A. In connection with the sale, Suffolk agreed to service the portfolio for a period of time after the closing until conversion to FIA's systems. In addition, the parties entered into a joint marketing agreement pursuant to which FIA will market
, after the transition service period service, all Suffolk br
ed credit cards
Suffolk will receive royalty payments for all cards signed up by FIA pursuant to such agreement during the term of the marketing agreement.
The Cohen family
R
Precision Cut Diamonds (Proprietary) Ltd. in connection with the formation of a joint venture with Tiffany
Company with respect to the investment in
marketing of the production of R
, which is a South African company
a Diamond Trading Company sightholder with diamond polishing facilities in Johannesburg
a long-time provider to Tiffany.
